FG Wilson (Engineering) Ltd v John Holt & Company (Liverpool) Ltd

FG Wilson (Engineering) Ltd v John Holt & Company (Liverpool) Ltd

The no set-off clause was incorporated into all relevant contracts, was not unusually onerous, and was reasonable under UCTA given the parties’ commercial sophistication, industry practice, and the need to protect FG Wilson’s cash flow. The clause was clear and unambiguous, and precluded Holt Liverpool from relying on the Holt 1 Claim or any set-off as a defence. FG Wilson was entitled to summary judgment for the price under section 49(1) of the Sale of Goods Act 1979, as property in the goods had passed. The alleged Repayment Agreement was not established, and there was no estoppel by convention. The due date for payment was at least arguably the 25th day of the fifth month after...

Parties
Claimant/part 20 Defendant: FG Wilson (Engineering) Limited; Defendant/part 20 Claimant: John Holt & Company (Liverpool) Limited
Jurisdiction
England and Wales
Judgment Date
05 September 2012
Procedural Posture
Commercial Claim (summary Judgment Application and Preliminary Issue) / Summary Judgment Application and Trial of Preliminary Issue
Outcome
Summary judgment granted for the claimant, recalculated on the basis of payment due on the 25th day of the fifth month after invoice.
Legal Topics
No Set Off Clauses, Unfair Contract Terms Act 1977 (ucta), Sale of Goods Act 1979, Summary Judgment, Incorporation of Terms, Reasonableness of Exclusion Clauses
Contract Law Commercial Law No Set Off Clauses Unfair Contract Terms Act 1977 (ucta) Sale of Goods Act 1979 Summary Judgment Incorporation of Terms Reasonableness of Exclusion Clauses

Case Brief

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Parties

FG Wilson (Engineering) Limited

Claimant/part 20 Defendant

John Holt & Company (Liverpool) Limited

Defendant/part 20 Claimant

Procedural Posture

Commercial Claim (summary Judgment Application and Preliminary Issue) / Summary Judgment Application and Trial of Preliminary Issue

Legal Issues

  1. 1 Whether the no set-off clause in FG Wilson’s standard terms and conditions satisfies the requirement of reasonableness under the Unfair Contract Terms Act 1977
  2. 2 Whether the no set-off clause was incorporated into the contracts
  3. 3 Whether FG Wilson can maintain an action for the price under section 49 of the Sale of Goods Act 1979

Ratio Decidendi

The no set-off clause was incorporated into all relevant contracts, was not unusually onerous, and was reasonable under UCTA given the parties’ commercial sophistication, industry practice, and the need to protect FG Wilson’s cash flow. The clause was clear and unambiguous, and precluded Holt Liverpool from relying on the Holt 1 Claim or any set-off as a defence. FG Wilson was entitled to summary judgment for the price under section 49(1) of the Sale of Goods Act 1979, as property in the goods had passed. The alleged Repayment Agreement was not established, and there was no estoppel by convention. The due date for payment was at least arguably the 25th day of the fifth month after...

Court Disposition

Summary judgment granted for the claimant, recalculated on the basis of payment due on the 25th day of the fifth month after invoice.

Orders

  • The no set-off clause satisfies the requirement of reasonableness under UCTA.
  • FG Wilson is entitled to summary judgment on its claims, recalculated on the basis that the agreed credit terms were for payment on the 25th day of the fifth month after invoice.